CASH-SETTLED PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
This Cash-Settled Performance-Based Restricted Stock Unit Agreement (“Agreement”) is entered into as of
January 27, 2009, in connection with an equity based compensation commitment in the Employment Agreement
described below, by Trustmark Corporation (the “Company”) and Richard G. Hickson (the “Associate”). This
Agreement evidences the grant, and the terms, conditions and restrictions pertaining thereto, of restricted stock
units (generally referred to as “Units”, “Award Units” and/or “Excess Units”) where one Unit has the value of one
share of the common stock of the Company (“Stock” or “Shares”). This Agreement and the award of Units are
not made pursuant to the Company’s 2005 Stock and Incentive Compensation Plan (the “2005 Plan”); however,
certain definitions in and other operative provisions of the 2005 Plan are incorporated by reference from the
2005 Plan and made applicable for purposes of this Agreement.
NOW THEREFORE, in consideration of the benefits which the Company expects to be derived from the
services rendered to it and its Subsidiaries by the Associate and of the covenants contained herein, the parties
hereby agree as follows:
1. Award of Unit s . The Company, upon recommendation by the Committee and approval by the
Company’s Board of Directors on January 27, 2009, awarded to the Associate a restricted stock unit award
(the “Award”) effective on January 27, 2009 (“Award Date”), for 23,123 Units (the “Award Units”) subject to
the terms, conditions, and restrictions set forth in this Agreement.
2. Period of Restriction and Vesting in the Award Units .
Granted January 27, 2009
(a) Subject to earlier vesting or forfeiture as provided below, the period of restriction (the “Period of
Restriction”) applicable to the Award Units is the period from the Award Date through May 10,
2011, with vesting in the Award Units being determined based